Financial Institutions Inc. Director Retires; Board Reclassifies Chair

What Happened Financial Institutions, Inc. (FISI) filed an 8‑K (Item 5.02) reporting that director Bruce W. Harting retired from the Company’s Board and Five Star Bank’s Board effective September 1, 2026. His retirement was voluntary and not due to any disagreement with the company. To rebalance board class sizes under the bylaws, the Board reclassified Chair Susan R. Holliday from the 2029 class to the 2028 class, effective September 3, 2026, by accepting her conditional resignation and immediately reappointing her to the 2028 class.

Key Details

• Bruce W. Harting retired effective September 1, 2026; he served on both the Company’s Board and Five Star Bank’s Board.
• Board size was reduced from 13 to 12 members following Mr. Harting’s resignation.
• Susan R. Holliday resigned from the 2029 class and was reappointed to the 2028 class effective September 3, 2026; she will serve in that class until the 2027 Annual Meeting, when shareholders will be asked to elect her to the 2028 class.
• After the change, the three board classes (2027, 2028, 2029) each contain four members. Ms. Holliday remains Chair and there were no changes to her committee assignments or non‑employee director compensation.
• The filing was signed September 8, 2026 by Samuel J. Burruano, Jr., Executive VP, Chief Legal Officer and Corporate Secretary.

Why It Matters This is a governance update affecting board composition and upcoming shareholder elections. The changes preserve board continuity (Chair remains in place and her service is treated as uninterrupted) and ensure the board classes are balanced according to the bylaws. For investors, the filing signals no dispute or compensation issues tied to the departure, and it clarifies which directors will stand for election at the next annual meeting.